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The Sea of Fear is the fifth episode of the third season of Winx Club.


The Winx go to Andros to help Aisha reverse Valtor's spell on the planet's mermaids. They come face to face with the Trix, who have returned and joined forces with Valtor.


The Winx girls journey to the Realm of Tides. Stella stays behind at Alfea to make sure the teachers do not find out that they left campus.


Cassandra and Chimera have started to take over Solaria.

As the situation on Andros grows worse, the Winx decide to go to Andros. Bloom wants to help Aisha so her planet will not end up like Domino. Stella decides to stay at Alfea and cover for them, as well as come up with a plan to save her father from Countess Cassandra.

They use Tecna’s dimensional passage creator to travel to Andros. After her friends enter the passage, Stella calls the nurse and tells them that they are sick. The Winx are then transported into the main hall in the palace of Andros, where Aisha embraces with her parents, King Teredor and Queen Niobe.

Niobe and Teredor tells Aisha and her friends to be careful.

Aisha explains to her parents that they want to help save Andros, and though they try to convince her not to, the Winx proceed to try and save Andros. Meanwhile, in their hideout below Andros, Valtor is happy to see that everything is going well, while the Trix are excited to be rid of the Winx very soon.

At the bottom of the stairway leading to the palace, the Winx reach the ocean. Aisha is disheartened at seeing her once beautiful ocean transformed into a filthy one. As Bloom inspects the water, one of the cursed mermaids pops out from the water, startling Bloom. Aisha informs her friends that this mermaid is one of the ones Valtor had transformed, the proof is that she has the Mark of Valtor.

Tecna hypothesizing how her plan can help reduce Valtor's army.

Tecna suggests trying to break the spell on a mermaid to see if they can remove the curse, and if successful, they can deplete his army and send him back to his prison. They try to transform and trap a cursed mermaid and try to break the curse, unaware that Valtor is watching their every move. The girls try a convergence to break the curse, but it only works for a spilt second and the cursed mermaid breaks free from their trap. The cursed mermaid then attacks Tecna and is then driven away by Musa.

Griselda comes to check up on her "sick" students.

Back at Alfea, Nova greets Griselda as she runs to Stella's room. Nova wants to warn her about Griselda checking up on them, but she is too late as Griselda is already knocking bringing tea and nutriments; Stella lets her in while Nova hides. Griselda is glad to her students feeling better, but is a little off put by Flora's... rabbit-y behavior, Bloom diverges the attention away from Flora and Griselda heads out seeing that they are feeling better. Once she is gone, Nova comes back to see that Stella is relieved that her plan worked - transforming the Pixies and Kiko into her friends.

Valtor formally introduces himself to Bloom.

As the Winx battle Valtor's magic, the Trix decide they need to stop and end them as they want to prevent Valtor from reaching his goals. The Trix greet their enemies and they do battle with the Trix having the upper hand. As they are fighting, Valtor takes a certain interest in Bloom, feeling a sort of connection between them. Bloom successfully lands a hit on Icy, sending her plunging towards the ocean, but the latter saves herself by forming an ice platform on the water. And having enough of the Trix, the Winx make a comeback in the fight. Aisha ties Darcy and Stormy up, but Icy hits Bloom surprisingly. As Bloom falls to the bottom of the ocean, a ruin climbs up out of the ocean with Bloom on it. Valtor appears and as Bloom wakes up, he formally introduces himself and tells her that he used to be powerful and now he is taking back what was his. He also calmly states that they were born to be enemies.

Aisha blinded by Valtor's spell.

As Icy keeps attacking the Winx, the Winx use convergence to defeat Icy. Once she is dealt with, the Winx fly to Bloom and Aisha confronts Valtor. Valtor, not at all delighted by Aisha's confrontational attitude towards him, punishes her by taking away her sight and then disappears. When she wakes up, she is blind and cries hysterically.

Valtor informs the Trix that they've fed up with Andros and are ready to leave, and that they have so much more to do.

Major Events



Major Characters

Recurring Characters

Minor Characters

Spells used







  • Many scenes in this episode were repeated, but only with different dialogues.
  • As of this episode in the Cinélume dub, the opening has been updated to feature Enchantix scenes.

Differences Between Adaptations

4Kids unfinished edit (left columns) and the final RAI edit (right columns)

Since 4Kids TV aired Season 3 earlier than planned, many scenes from this episode were unfinished and were later re-edited for the final RAI release:

  • The regular version of Bloom’s civilian shirt was kept in most of the scenes.
  • When Bloom was touching the water, Aisha stood behind her, but she was replaced by Musa in the final RAI version.
  • After the transformation, the siren the Winx cast a spell on had a completely different appearance.
  • When Kiko was transformed into Flora, the cookie he was eating wasn’t added until the final RAI edit. In 4Kids, it looks as if he was eating something invisible.
  • At the end of the episode, Icy attacks Musa with icicles. In the next shoot of the unedited version, Musa is hit by a different spell which was changed into icicles for the final edit.
  • Some scenes of Trix and Valtor underwater had a different background.
  • The three little flames Icy throws in a scene landed on different positions between the edits.
  • The scene of Valtor’s tower rising was re-done and cut short for the final RAI version.
  • When Bloom resurfaces on the tower, the water flowing around her was edited to look more refined for the final RAI version. The water falling from the tower when Valtor approaches also did not move at all in 4Kids version, which was fixed in the final edit.
  • The last shoot where Winx stand on the tower and the camera zooms out was completely re-done for the final edit. However, 4Kids only showed the unedited scene on TV and used the new one for the DVD release.


  • Bloom's shirt changes throughout the episode.
  • In one scene, Musa’s sleeves are missing.
  • In several clips while the Winx are flying, Musa's hair is swtiched back to being short instead of long.
  • When Stella explains to Nova that she tricked Griselda, Musa was wearing her Winx accessory.
  • In some scenes, Aisha's Winx necklace do not appear.
  • In some scenes, Bloom's and Aisha's wings are missing.
  • In one scene, Icy's makeup is missing.
  • Throughout the episode, Stella and Bloom's noses are drawn differently.
  • In several scenes, some strands of Stella's hair are drawn in front of her ears.
  • Valtor's gloves are missing when he's about to attack Aisha.
  • When Aisha reveals her blindness to Bloom, the top of her civilain outfit can be seen.
  • Tecna's Winx sleeves are missing in the last scene where camera zooms out from Winx standing on the tower.
  • In a couple of scenes, Bloom's collar is a swan-necked one instead of her usual turtleneck.


That gold digger isn't queen yet... But she's already acting like she is! The word from Solaria is that Cassandra and her daughter, Chimera have taken over and are now calling the shots. And King Radius...? ...Well, he is merely doing their bidding.

Stella's major concern right now.

Don't worry Stella! I completely understand how hard this is for you! And you guys, thanks so much you're such good friends!


His energy is dark and powerful, and he has dangerous allies!

Teredor's warning to his daughter and her friends.

I remember this place used to be so beautiful; I can't believe what has happened to my ocean!


Guys, here's the proof - they all wear his mark!

Aisha, providing a validation of Valtor's evil.

Let's see if we can break that mermaid's spell. That'll tell us how strong his magic is and if we succeed, we can start to reduce his mermaid army!

Tecna's plan.

Did she buy it??


Yeah, I think she did! Although, Flora was acting strangely; a little too rabbit-y I'd say.


Princess of Andros! Prepare to suffer the same fate as this useless world! From now on, whenever your friends look into your eyes they will be reminded of the high price you must pay when dare confront the mightiest!

Valtor, infuriated by Aisha's confrontation.